Allen A. Lynch, II

My focus

Real Estate

For developers of New England properties, I provide site acquisition, entitlement, due diligence, condominium formation, and closing services. For domestic and international real estate investors, I structure and negotiate joint ventures, conduct legal due diligence, advise on risk mitigation, negotiate and document financings, and handle acquisitions and dispositions of real property and operating assets throughout the US, and most recently in China.  I also represent lenders in large loans to owners of core properties throughout the US, and to owners and operators of seniors housing and care properties.

Multi-family and Seniors Housing and Care

In the multi-family sector, I serve as the lead dispositions and workout counsel to the country’s top asset managers for institutional investors in affordable housing communities selling assets developed under the Section 42 tax credit program. I’ve handled more than 1,000 disposition transactions and numerous special assets matters involving tax credit properties. In the seniors housing and care space, I have more than 20 years of experience representing parties in transactions and operations engagements ranging from single property matters to several of the most notable transactions in the industry involving publicly traded and privately held domestic and foreign clients. Representative engagements range from leading a team that closed a $93M bond offering for North Hill Communities, Inc. (which owns and operates one of the largest and most successful continuing care retirement communities in Boston) to representing a publicly traded REIT in a large multi-state workout of a master-leased portfolio of skilled nursing facilities. In addition to transactions, I also handle day-to-day legal matters for three large CCRCs and serve as counsel to the National Investment Center for Seniors Housing and Care (NIC).

Industry Leadership

My many years of service on the boards of large for-profit and nonprofit seniors housing and care operators, coupled with my active industry involvement and teaching at the Erickson School of Aging Studies, enable me to provide forward-looking business insights and practical legal solutions to my clients.

Representative experience

• Represented the seller in the sale of a 162-unit senior housing complex located in Santa Rosa, California. The complex provides independent and assisted living services to seniors. Nixon Peabody handled complex negotiations on the initial purchase and sale agreement that involved a sale/leaseback structure for California licensing purposes, as well as a sale of the improvements and assignment of the land’s ground lease.
• Represented a foreign investor in the sale to other foreign investors of equity interests in a US venture owning several portfolios of regional shopping malls valued at $800M, together with the sale of a $26M unsecured loan to the joint venture, which required resolution of many complex partnership, tax, debt, and restructuring issues.
• Represented a publicly traded REIT in a leasing transaction involving 14 skilled nursing facilities throughout the Northeast.
• Counsel to a publicly traded REIT in its acquisition and leasing of a $70M continuing care retirement community.
• Serve as outside general counsel to the largest continuing care retirement community in metropolitan Boston, handling its day-to-day legal affairs and mitigating operating risks.
• Represent a regional healthcare lender financing the acquisition, development, and expansion of seniors housing campuses (independent living, assisted living, and continuing care retirement communities) throughout New England.
• Counsel to a publicly traded domestic REIT in its acquisition and development of a $140M mixed-use property in Boston involving difficult structuring, permitting and title issues.
• Represented, as assistant special counsel, the Boston City Council in its approval of the development of a $700M convention center.
• Represented a foreign investor in two acquisitions and a disposition of a New England seniors housing portfolio valued at $890M, and counseled client on a range of asset management matters throughout the ownership period.
• Serve as primary counsel to the largest owner of multi-family units in the US in the workout and disposition of investment interests in projects throughout the country, having closed in excess of 800 transactions.
• Counsel to a leading New England–based nonprofit owner and provider of seniors housing and care in structuring and executing an expansion strategy focused on development of several new campuses.
• Represented a buyer/operator in its acquisition of three skilled nursing facilities, handling complex CHOW matters.
• Represented an international investor in the complex workout and sale of real estate holdings throughout the US of $1.3B of multi-family portfolios, requiring coordination with exits from European and Asian holdings.
• Counsel to a US developer, owner and operator of a seniors housing portfolio situated throughout the Northeast in joint venture, development, regulatory and financing matters.
• Represented a leading asset manager in sales of large-scale affordable multi-family apartment complexes throughout the US.
• Represented the general partner in the sale of its interests in a five-property multi-family portfolio valued at $81M requiring, in particular, the resolution of debt assumption and guaranty issues.

Looking ahead

Clients will need innovative and efficient solutions as they confront the current commercial real estate (CRE) market’s “triple threats” of rising interest rates, inflation, and labor and supply chain disruption.

Insights

• “New York State issues new guidance as to determining what construction projects are considered an ‘essential service’ in connection with Governor Cuomo’s Executive Order requiring all non-essential entities to reduce in person workforces by 100%,” Real Estate Law Alert, March 28, 2020
• “Massachusetts high court rules on treatment of ‘community fees’ in assisted living facilities,” Real Estate Alert, December 10, 2019
• “Risk Management in Seniors Housing Today,” NIC National Conference, 2018 (Moderator)
• “Key Issues in Documenting Fee Sales Y10—Y15,” Institute for Professional and Executive Development, September 15, 2016
• “Future of Downtown Boston,” Bisnow, August 13, 2014 (Moderator)
• “Seniors Housing Development 2.0,” NIC National Conference, October 2, 2014
• “Future of Downtown Boston,” August 13, 2014 (Moderator)
• “Today’s and Tomorrow’s Strategies for Operators and Investors to Succeed in the New ACA Environment,” NIC National Conference, October 10, 2013 (Moderator)
• “The Impact of Changes to the Massachusetts CCRC Statute on Providers,” Massachusetts Leading Age, March 23, 2013
• “Structuring LIHTC Property and Interest Sales,” Institute for Professional and Executive Development: Tax Credit Dispositions in 2012, June 14, 2012
• “Risk Management for Non-Risk Managers,” University of Maryland at Baltimore County, Erickson School of Aging Studies: Operations and Management for Seniors Housing and Care, October 8, 2011
• “Evidence-Based Risk Management and the Future of Skilled Nursing,” New England Alliance of American College of Healthcare Administrators Spring Regional Conference, May 25, 2011
• “15 as the New 11,” Institute for Professional and Executive Development: Tax Credit Dispositions in 2011, April 7, 2011
• Legal Roundtable on Corporate Structuring Considerations in Financings, 2010 MassAging Senior Living Symposium, March 11, 2010
• “Arbitration Agreement for Skilled-Nursing Wrongful Death Claim is upheld by SJC,” Seniors Housing and Care Alert, May 7, 2007
• “Risky Business: The Enforceability and Use of Negotiated Risk Agreements,” Seniors Housing and Care Journal, Johns Hopkins University and the National Investment Center for Seniors Housing and Care Industry, first place award
• “Land Use Issues,” chapter in the HDR Affordable Seniors Housing Handbook
• NIC Fall Annual Conference
• LeadingAge Annual Conference
• ALFA Legal Affairs Committee
• Erickson School of Aging Studies, Lead Instructor, Risk Management
• Mass-ALFA